Second Earnout definition

Second Earnout means the sum of the Second Earnout Period EBITDA Earnout and the Second Earnout Period Revenue Earnout.
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Second Earnout has the meaning specified in Section 3.6(a)(ii).
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Second Earnout means the dollar amount equal to the product of (i) Company’s Second EBITDA Differential multiplied by (ii)1.627.
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Examples of Second Earnout in a sentence

  • For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, no amounts will be paid relative to such annual period; the sales in such annual period do not carry over to the next annual period.

  • Subject to the Surviving Corporation’s achievement of Adjusted Earnings of at least $19,000,000 for the fiscal year ended December 31, 2008, the Merger Consideration shall include the Second Earnout Shares.

  • If the Second Year Achieved Revenue is less than the sum of First Year Achieved Revenue plus the product that results from multiplying First Year Achieved Revenue by .20, then the Second Earnout Payment shall be equal to zero.

  • In the event that any First Sponsor Earnout Shares are still held in escrow at the end of the First Earnout Period, or any Second Sponsor Earnout Shares are still held in escrow at the end of the Second Earnout Period, those Sponsor Earnout Shares will automatically and without further action by Sponsor be forfeited and delivered by the Escrow Agent to Parent for cancellation by Parent.

  • If the Second Earnout Achievement Date or a New Pubco Sale has not occurred after the Closing and prior to the date that is six (6) years following the Closing Date, the Founder Shares that were eligible to vest pursuant to this clause (ii) shall not vest and shall be forfeited as provided in subsection (e) below.

  • Any Class 3 Earnout Units that are unvested as of the end of the Second Earnout Period shall be forfeited upon the date of the expiration of the Second Earnout Period.

  • Upon the occurrence of an Acceleration Event at any time prior to the end of the Second Earnout Period, then, notwithstanding anything to the contrary in this Agreement, automatically and without any further action on the part of Parent, Stockholders Representatives, or any Company Stockholder, the maximum aggregate $3 million amount of Earnout Payments, less any Earnout Payments already paid, will immediately become due and payable to the Constituents.

  • The Second Earnout is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022.

  • If the Revenue for the Second Earnout Period is less than $19,000,000, then Seller shall not be entitled to receive any Earnout Payment pursuant to this Section 2.4(b)(ii); provided, however, that in no event shall Purchaser be required to pay Seller an amount in excess of $4,000,000 for the Earnout Payment for the Second Earnout Period.

  • Any First Earnout or Second Earnout paid will be allocated in the same manner as the initial Purchase Price allocation pursuant to this Section 2.09.


More Definitions of Second Earnout

Second Earnout has the meaning set forth in Section 2.07(b)(i).
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Second Earnout has the meaning set forth in ss.2(b)(iii) below.
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Second Earnout means the earnout described in section 1.10(a)(ii). "SECOND EARNOUT DISTRIBUTION DATE" shall have the meaning set forth in Section 1.10(b).
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Second Earnout means the lesser of (i) ten percent (10%) of the difference between Xxxxxx FMV and Xxxxxx Cost and (ii) $1 million.
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Second Earnout means the product of (i) the amount, if any, by which Buyer’s Second EBITDA exceeds the Second Earnout Minimum Threshold, multiplied by (ii)1.794. In no event shall the Second Earnout exceed Two Million ($2,000,000.00) Dollars.
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Related to Second Earnout

  • Earnout has the meaning set forth in Section 2.9(a).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Interim Payment has the meaning specified in Section 10.1.

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Earnout Period has the meaning specified in Section 2.03(a).

  • AHYDO Catch-Up Payment means any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, in each case to avoid the application of Section 163(e)(5) of the Code thereto.

  • Deferred Sales Charge Payment Date means October 10, 2013 and the tenth day of each month thereafter through February 10, 2014.

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • Net earned premium means the premiums earned in this State

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Payoff Earnings For any Distribution Date with respect to each Mortgage Loan on which a Payoff was received by the Master Servicer during the Payoff Period, the aggregate of the interest earned by the Master Servicer from investment of each such Payoff from the date of receipt of such Payoff until the Business Day immediately preceding the related Distribution Date (net of investment losses).

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Deferred Payment means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Proration Month means the month for which capacity is to be allocated under Item 7.

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Deferred Payment Date for a Participant means the date after the Restricted Period in respect of Restricted Share Units which is the earlier of (i) the date which the Participant has elected to defer receipt of the underlying Shares in accordance with Section 4.5 of this Plan; and (ii) the Participant's Separation Date.